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Grateful Dead Live at AoxomoxoA Outtakes on 1969-12-31

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Grateful Dead Live at AoxomoxoA Outtakes on 1969-12-31

Topics Live concert

St. Stephen, The Eleven, , China Cat Sunflower, What Becomes of The Baby?, Cosmic Charlie, Doin' That Rag, Mountains of The Moon, Dupree's Diamond Blues alt listing: St. Stephen, The Eleven, Barbed Wire Whipping Party, China Cat Sunflower, Rosemary, Cosmic Charlie, Doin' That Rag, Mountains of The Moon, Dupree's Diamond Blues

Collection GratefulDead
Band/Artist Grateful Dead
Venue AoxomoxoA Outtakes
Location Studio Recording, CA

Source Soundboard - Studio
Lineage Aoxomoxoa Studio Sessions Outtakes 1969Tracks 1-11: Sandy Troy's TC366 3.75ips Reel->DAT2->CDR Tracks 12-13:Alan Bershaw's A1040SL 7.5ips Reel->DAT->CDRDiscs kindly provided by Stu HansonCd > eac > cool edit pro > shntool > cdwav > shnv3 by Ernie Dodd
Taped by
Transferred by


# Skip at the beginning of The Eleven, the jam at the end fades out
* 0:06- Barbed Wire removed small cut,0:41- removed pop in left channel (!=pop "the B!arbed wire...") 0:57- removed pop
& 1:02- The Rag small bit of noise I could not remove, its hardly audible 3:13-3:19 fade out & in small subsecond silence removed
% Dupree's fades in
@ 1:25-1:28 fade out & in
! 0:30- 3 seconds of silence
^ 0:30- removed small noise sounding like tape starting immediately following a cut and prior to any music or Jerry singing starts
$ 2:49- noise and cut present

Cd > eac > cool edit pro > shntool > cdwav > shnv3 by Ernie Dodd

I did not want to edit this too much because these are rought cuts and the flaws are part of the character. Instead, I tried to note them. Only minor editing was performed as described above. Additionally, I did take out a few of the small segments of silence between tracks. I did not make any adjustments to the levels.


Discs were kindly provided by Stu Hanson who comments below:

These copies kick the sh*t out of the versions circulating from those Unsurpassed Masters bootleg CDs. These derive from a 3.75ips reel belonging to Sandy Troy with two additional tracks supplied by a 7.5ips reel belonging
to Alan Bershaw.

Sandy's reel has all the material that has circulated before and its likely that many of the copies out there trace back to this reel. We *think* this material derives from the original 8 track studio sessions (that were abandoned in favor of using the first 16 track, which had just become available in 1969.)

The two cuts from Alan's reel, Rosemary & Mountains Of The Moon, sound like the same versions recorded for the album, but they seem to be only Garcia's acoustic guitar and vocal tracks, without all the overdubs. They are definitely not to be confused with the earlier mixes that were originally released on the 1969 version of the album. These two tracks have not circulated widely. They are both excellent quality and very beautiful!


Reviewer: '66-testing - favoritefavoritefavoritefavoritefavorite - February 4, 2014
Subject: tripped
This is just great. Big thanks.
Reviewer: Chris U. - favoritefavoritefavoritefavoritefavorite - January 14, 2014
Subject: Can someone fix the WBOTB, please?
A poster below noted the following:

"When I downloaded this version several years ago I had to fix "What's Become of the Baby" because I recall a serious flaw in it -- it gets set back about 1:30 near the middle"

Actually the splice/insert is at 6:52, after the "lost in the region of lead" line.

I'm not sure how/why that mistake happened but it wasn't always that way. There used to be copy of that outtake in the Archive without this error. I listened to it many, many times but it's darn near unlistenable now.

Someone please fix this!
Reviewer: omeoscar - favoritefavoritefavoritefavoritefavorite - December 28, 2013
Subject: wonderful --such a cliche, but what can one say?
Would have loved to have seen this, but hearing it is as good as seeing it. St Stephen comes on and man--by the time Cosmic Charlie is rolling you are already a goner--and that is what you want. Download please! namaste
Reviewer: arblehgimbley - - August 27, 2013
Subject: What's become of the baby?
This is a great little piece of history. As I listened to the "unknown instrumental" it seemed to have a structure suitable for lyrics (I am NOT a musician, however.) So I wondered where the words were...then, after reading hrsauertieg's review and notes about "baby's" actual length, I played the two cuts together. Certainly at the beginning at least, they sound quite good that way! Anyone else try this?
On another note, as a little project for the past few years, I have been creating "live" copies of the Dead's studio albums. A big challenge is the few songs that don't seem to be available live. Does anyone know where I can get my hands on the 4/26/69 show with "baby" on it? Thanks!
Reviewer: MR.SUNSHINE - favoritefavoritefavoritefavorite - July 17, 2013
Subject: Orig mix
Anyone who says they hate Whats become of the baby and hasnt heard the original LP mix should really listen to it because the original mix is alot better than the remix. Aoxomoxoa is my favorite Grateful Dead album but only if its the original mix. beautiful music.

As for these outtakes I'd say the sound could be a bit better but other than that i love all of them.

Another thing I have thought of is, what if the Aoxomoxoa tracklisting went like this:

1.Dark STar
2.St Stephen
3.The Eleven
6.Doin that Rag
7.Unknown Instrumental
10.Whats Become
11. COSMIC Charlie

now that would be the HIGH GRADE.
(cant find a suitable place for the barb wire party though, and lovelight would be welcome but not really fit the song cycle like it does when they play it live. DStar-sstephen-eleven-lovelight)
Reviewer: DangGenius - favoritefavoritefavoritefavoritefavorite - January 26, 2013
Subject: ethereal masterpiece
The beginning of the Eleven demonstrates this bands incredible grasp of something otherworldly that cannot be put into words. These raw outtakes are the real deal, no reverse osmosis filtration required.
Reviewer: Satori70 - favoritefavoritefavoritefavoritefavorite - December 31, 2012
Subject: . . . but where is the child that plays with the sunshines ?
This is truly mind altering stuff !! My brain still oozes out of my ears each time listening to this chewy, sticky goodness. Were they ever better at their psychedelic prime? I think not ! Their creative zenith! There would be other stellar moments for sure, but none with such laser focus, quantum speed, and numberless quantity ! 1969 was arguably, their most productive year.

I agree with Mr. Sun below, the way this album was truly meant to be heard, before all the redubs and heavy-handed mixing etc. I mean, the telephone during Stephen ? Just fricking monster ! Every version here blows away the album IMO. Theres like a watery quality about China that when looking up in a dream light wind, one can see the Aurora Borealis in the midnight sun. Rosemary, Charley, Mountains ? Epic! The moment in track 10 @ 4:01 when someone exclaims 'ahhshit' as though a mistake ? It's perfect ! A beautiful moment in time, captured forever for us all to enjoy. Everything they wanted to say encapsulated in one neat package ! This is my church regularly ~

Happy 2013
Reviewer: iZx - favoritefavoritefavoritefavoritefavorite - May 14, 2012
Subject: Thank You so Very Much
i used to have a tape of this way back, and my Dad taped over it on accident.. funny story but this is gonna blow his mind again=] Thanks a ton, its great to have it back in the family!
Reviewer: hrsauertieg - favoritefavoritefavoritefavorite - November 29, 2011
Subject: What's Become of the Baby?
This collection is way more fun than the actual album, Aoxomoxoa. When I downloaded this version several years ago I had to fix "What's Become of the Baby" because I recall a serious flaw in it -- it gets set back about 1:30 near the middle -- listen closely and you'll notice that Jerry's repeating himself. I don't know if this is because two different versions were stitched together badly or what, but my repaired version only runs 7 minutes and 20 seconds, compared with 8 minutes and 40-some here. Let's face it, this is damn funny if nobody's commented on this or even noticed it yet.
Reviewer: Accordion Jones - favoritefavoritefavoritefavoritefavorite - October 26, 2011
Subject: Brilliance
This version of St. Stephen into The Eleven blow the official releases out of the water! The use of what seem like bagpipes is genius! They are a perfect thought for knowing that Stephen is going to progress to the William Tell bit which is performed in a traditional rhythm that would call for bagpipes let alone it definitely really sparked up the Eleven which, as some users here have pointed out, has some high octane electricity running through it. Another useer has pointed out the telephone ring. Brilliant move on the Dead's part! That part alone should have never been cut from the official release it brings so much more coherency to this middle section of the song. Really, when the phone rings and gets answered the telephone voice gives reason to the vocal effects, which again, are used the same way in the other songs on the album like rosemary and what's become of the baby. When one thinks of this, if St. Stephen is the first track and the audience hears and acknowledges the telephone effect for the vocals then hears this again on rosemary and lets pretend the last track on WBOTB? (i know on the release its cosmic charlie but what if CC wasn't the last and we switched to WBOTB) there comes the realization of the album's coherency as one entity giving reason to the use of certain psychedelic effects. Plus, the hammer hits on St. Stephen really provide a sharpness to the beat to balance and contrast with the slurring meandering of the bagpipes, which I'm sure they would have improved upon in practice for the final cuts. I would have loved to have heard a final Aoxomoxoa where these versions of Stephen>11>Barbed Wire and the rest would have made it on. Even the untitled instrumental is pretty awesome given that it would have really fit immediately after That Rag. I always thought the original mixing of this album was better than the remix but now I love these takes way more than even those! I wish they would have kept these for the final because the band was definitely onto something that in my opinion would have made Earthquake Country one of the biggest and best psychedelic albums of all time alongside or over taking Dark Side. Not to say that Aoxomoxoa isn't one of the best but simply put...better than what we all know it today. If these cuts would have made it on I would love to hear what people would think the track listing order should have been. Lastly, on Mountains of the Moon, the non overdubbed guitar and vocals, if you crank up the volume there is that harpsichord playing faintly in the background at the beginning of the song where it would normally come in on the final release version.
Reviewer: 73birdsong - favoritefavoritefavoritefavoritefavorite - May 31, 2011
Subject: BBWP
hunter performed at the seattle museum of history and industry 6-10 & 11-2003.he was in fine spirits and during the first set 6-11 treated us to a performance of What's Become Of The Baby.there's an audience-sourced file of this show on the archive;check it an aside,for the 6-10 show i was setting up my mic stand in the fron row when the soundman,Cotter Michaels,approached me.uh-oh."hey!wouldn't you rather plug into the board?" he asked? how many times has a taper had that happen?! many thanks to R.H. and M.C.for permission.when i get the proper equipment together i'll upload the SBD master files for the 6-11-03 gig.unfortunately the levels were too hot for the 6-10 show.
Reviewer: light into ashes - - September 22, 2010
Subject: studio mayhem
This collection of outtakes comes from all over the place - solo demos, outtakes, and alternate mixes spanning from fall '68 to early '69. On most of these, there's no Tom Constanten, so a lot of this may predate December '68.
The first two tracks are a highlight, showing that the Stephen>Eleven medley was originally planned for Aoxomoxoa (until they decided to leave it for the live album). Unfortunately, the sound quality is particularly poor in this section. (In fact, the whole reel seems to come from a very weak cassette copy with lots of distracting bass print-through.)
1. St Stephen - a different early take, more far-out than the finished version, and covered with strange effects.
2. The Eleven - very nice! basically done just like the live version; unfortunately it cuts early.
3. Barbed Wire Whipping Party - the most famous Aox outtake, and the least listenable...
4. Doin' That Rag - I think this is the same basic track as the album; they just haven't dubbed the organ or backing vocals yet.
5. Dupree's Diamond Blues - a basic track: 12-string guitar, bass, drums, and Garcia's double-tracked vocals.
6. Instrumental - Garcia & drums, doing an unknown song.
7. China Cat Sunflower - this sounds pretty close to the final mix (though there's no TC here), but it could be a different take or an extremely different mix - the parts aren't quite the same, so most of this was redone. There's a gap/cut in the middle solo.
8. Cosmic Charlie - very nice! A totally different opening. This is another basic track: guitar, drums, and Garcia's double-tracked vocals.
9. Doin' That Rag #2 - another basic track: guitar, drums, vocal. Notice the pattern? Some of these tracks are just Garcia & Kreutzmann, no Weir or Lesh, just like his first solo album.
10. Mountains of the Moon - basically the same as the album version, just an alternate mix. (And the girl choir hasn't been dubbed on yet.)
11. What's Become of the Baby - just Garcia & guitar here, few studio effects, so you can actually hear the song. Very acid-folk, and not like anything else he ever did.
12. Rosemary - pretty much the same as the album version; no surprise, since Garcia just made one 4-track tape of this song.
13. Mountains of the Moon #2 - an earlier track: guitars, bass, and vocal (no TC on harpsichord yet).
Reviewer: swagger99 - favoritefavoritefavoritefavorite - May 31, 2010
Subject: From an Eleven Nut
A better outtake is released on the newer Aoxomoxoa releases as one of the extras. It's a 15 minute instrumental jam from 8/13/68. Other bonuses are Clementine Jam and Nobody's Spoonful Jam all from the same day. On a side note, the version that pounds in my head all the time was recorded 8/24/68 at the Shrine and is on Two from the Vault. Just incredible and the DeadLists guy didn't rank it(either doesn't own Two from or somehow ignored it even with the ultra-crisp remastering) but I believe it was answered that he never heard Two From because the version from 8/23/68 at the Shrine is among his "Top 11 Elevens". It's almost the same except the SBD off Two From the Vault is extreme High Quality and completely blows you away.
Reviewer: clementinescaboose - favoritefavoritefavoritefavorite - April 15, 2010
Subject: nice to hear
I really wish they had included this studio version of the eleven on axo. swap this for the lackluster what's become of the baby and you've got yourself one great album.
Reviewer: Jim Didge - favoritefavoritefavoritefavoritefavorite - March 17, 2010
Subject: Joy
Made my day finding this. Beautiful.
Reviewer: notthisplanet - favoritefavoritefavoritefavoritefavorite - October 22, 2009
Subject: wow
this is beautiful
Reviewer: terpturtle - favoritefavoritefavoritefavoritefavorite - June 8, 2009
Subject: HannaH: ?wasitacaroracatisaw? :HannaH
Yikes!! Nice slice! Love this and all GD and all of you! Peace!! ^_^Turtle---
Reviewer: Shiva Ho - favoritefavoritefavoritefavoritefavorite - May 30, 2009
Subject: choir of angels
I found an old copy of the Original mix in a used LP store years ago & transfered it to CD but its pretty scratchy... I really miss the choir of angels on Moutains of the Moon...
Reviewer: brski - favoritefavoritefavoritefavoritefavorite - April 19, 2007
Subject: Always
Listening to this reminds me of what a fine voice Jerry had. Stephen and Eleven have for me always been two of the most remarkable songs the Dead ever gave us. This is a great piece of work. Listen in.
Reviewer: John B. - favoritefavoritefavoritefavoritefavorite - April 19, 2007
Subject: pretty awesome
i've always beena fan of the work on Aoxomoxoa, but i've kinda lost the album as a whole in my mind- great to re-discover it.

the unknown instrumental jam is pretty cool- really has more WRS notes in it- but diverges with it's own character. bookmark it.
Reviewer: Sollipsist - favoritefavoritefavorite - March 29, 2007
Subject: some may pass, some may stay
some wonderful moments; "Rosemary" is always beautiful and rarely heard- not too different from the album verion but still worth it. "What's Become" is another odd favorite and this is one of the only places you'll ever actually hear it. A few nice takes of DTR but I miss Pig's calliope organ. DDB if always fun & you can hear Jerry having fun with it here....many of the tracks very basic & raw and what's wrong with that?

If you're into history & rarities & not set against studio stuff, definitely check this out.
Reviewer: besht2003 - favoritefavoritefavoritefavoritefavorite - November 23, 2006
Subject: angular take on 68-69 material
Highly recommended--they ended up with a more "musical" and less angular production in parts--but this is a nice take on the 68-9 material. The date given is just wrong though. By end of 69 the album in its finished commercial form had already been released. 1968 is probably meant and that might be a guestimate.
Reviewer: bangtailpoet - favoritefavoritefavoritefavorite - November 2, 2006
Subject: Great Artifact
Very cool.
Reviewer: HarryWoodcock - favoritefavoritefavoritefavoritefavorite - October 3, 2006
Subject: The date
Thanks for the tidbit about the date. On December 31, 1969, I rather doubt they were sitting in the studio. Probably getting ready for a New Years gig, no? Could check that out easily. It'd be nice to know when they cut these tracks. When I hear this stuff I see red velvet curtains, big candleabras, colored glass, dusty mirrors, storm clouds, and a dark figure wearing a cape at the edge of a cliff.
Reviewer: Satoshi-kun - favoritefavoritefavoritefavoritefavorite - September 29, 2006
Subject: What a find!
Years ago when I was in college, a friend of mine had a tape of this that he made off a bootleg LP. There as no title on the LP, just a weird hand-drawn cover, he said. Because of this, I thought I would never find another copy of this to replace my worn out tape.... but here it is! WOW! Now, if someone could let me know where I can get a copy that I can download, not just a streaming copy.


First, I would love a copy of the original Aoxomoxoa mix! :D

Second... I might get booted for this, but here goes.

Want to download this? The url's are:

I am sure you deadheads can figure it out! :D
Reviewer: jonathansazar - favoritefavoritefavoritefavoritefavorite - December 26, 2005
Subject: AoxomoxoA Outtakes
Hello. i used to have this on an old album.. is there anyone who can direct me to a full download or copy??
Reviewer: Malaclypse the Younger - favoritefavoritefavoritefavoritefavorite - December 23, 2005
Subject: Question on "The Eleven"
Five stars for history! This stuff is brilliant (and I'm only two songs in).
Can anyone tell me why the last four verses of "Saint Steven" were cut onto the track with "The Eleven"? Is this an error by whoever uploaded the tracks or do the sources do the same? I can't imagine those verses as bein included with "The Eleven," as Hunter would have made a footnote of it in his book.
Reviewer: Bear Melt - favoritefavoritefavoritefavorite - November 18, 2005
Subject: A definite must have...
had this on boot vinyl years ago without a few of the pieces. so happy to find it! hey lou! definitely you should put the original mix vinyl out for circulation... torrent it on pirate bay if ya have to. contact me: bsperrazza AT snet DOT net.
Reviewer: Lou Davenport - favoritefavoritefavoritefavorite - November 14, 2005
Subject: Interested in the Aoxomoxoa original mix?
In addition to these outtakes, a completist would be interested in a copy of the original Aoxomoxoa mix. The album was disastrously remixed in September 1971, and to my knowledge the original mix has never been commercially released. The differences between the original and remix are NOT subtle, and the original is much more rambunctious.

What do people think of the ethicality of making available burns of the original mix free of charge to individuals who certify that they have a commercial copy of the remix? I have a VG copy of the album and a Linn LP12 turntable, Lyra Helikon cartridge, and M Audio Audiophile USB soundcard. I have made a very nice 24-bit/44.1kHz transfer that I could render at 16-bits for CD-player listening.

I don't want to irk the Dead, who couldn't be more gracious, but since the original mix hasn't been sold for almost 35 years now, I can't see the harm in making it available in a friendly, low-key way.

If Live Music Archive would have reservations about this, it could be handled by FTP or mail. I'm a bit evangelical about the original mix, so I wouldn't mind a little trouble and expense in doing this. Let me know.
Reviewer: Augustanowsley - favoritefavoritefavoritefavorite - September 21, 2005
Subject: This is what's become of the baby
According to Dennis McNally's Inside History the original working title was Earthquake Country. "The possibilities opened by sixteen tracks had become something of a quagmire for a bunch of very stoned musicians...They spent much of their time loaded on STP. The musical result was real fuzzy" Also, this is what happens when they brought nitrous tanks into the studio,"Stoned, stoned ...and truly lost themselves in the mix...the descent into total lunacy intitiated by mixing while inhaling nitrous majestically confused everything"(pp.301 & 303) But it's without question the source of their greatest material. We are the beneficiaries of these psychonauts willing to explore the nether reaches of outer space always risking the possibility of never finding their way back and joining Major Tom in eternal weightless drift.
Reviewer: cream-puff-war - favoritefavoritefavoritefavorite - June 20, 2005
Subject: Out Takes with Delivery
A less freaky FX-laden Aoxomoxoa, to be sure rough and preliminary out-takes; a bit of hiss (thick air?) seeping through but oddly easier on the ears than the commercial release.

A little muddy but still a gem overall, so 4 out of 5 stars.

Here, "What's Become Of The Baby" is actually listenable, at times almost evoking "And We Bid You Goodnight" (if you happened to be 2000 Light Years From Home); and "Rosemary" is only slightly less fx-laden than on the the album, with a little bit longer pregnant pauses and a more relaxed pace.

The only other version I know of is the very laid back live (barely!) one found on the December 7, 1968 show.

It's good having a studio version of The Eleven that's tight and focused throughout, with a bit of textured layers at the start not available on stage, though in need of a remix to be sure.

Along with the 2 very unusual if oddball unreleased tracks of interest,
there's a nice alternate St. Stephen with the enjoyably weird telephone receiver vocals for the call and response of 'Lady finger'... more layered than a live version but not as gimmicky as the full-on final version that kick starts the actual Aoxomoxoa. Which is still one of my top 5 if not my all-time favorite St. Stephen - perfection pure and simple.

Hell, these tracks may even warm up some that aren't too particular about the album; and if you dig the LP, this stuff is quite tasty for a take-out... it delivers the goods... with so much live Dead available, it's ok to hear the band working out in the studio.

Reviewer: familiarfan - favoritefavoritefavoritefavorite - May 18, 2005
Subject: Good felling
This St.Stephen has a very joyous feeling to it.
I think that's worth a download.
Reviewer: the Captain - favoritefavoritefavoritefavoritefavorite - September 18, 2004
Subject: unknown instrumental jam
if you really stretch it kinda....
it kinda sounds like an early, early, electric working of Weather Report Suite Prelude in parts.
other parts sound like the ' lower down and lower down again ' part of St Stephen...
at least to me..
nevertheless this is a gem
Reviewer: beege - favoritefavoritefavoritefavorite - June 23, 2004
Subject: Aoxomoxouttakes
Excellent studio version of The Eleven. The Barbed Wire Whipping Party has to be one of the strangest cuts they've ever done.
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